DevvStream Provides Update on Nasdaq Listing Status and Confirms Business Combination With XCF Global and Southern Energy Is on Track

SACRAMENTO, Calif.--(BUSINESS WIRE)--DevvStream Corp. (“DevvStream” or the “Company”) today announced that it has received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) has determined to suspend trading of the Company’s common shares on Nasdaq. Trading was suspended at the open of business on June 24, 2026.

The Panel’s determination relates to the Company’s noncompliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2) and the Company’s failure to demonstrate compliance with the net income standard under Listing Rule 5550(b).

DevvStream intends to appeal the Panel’s determination to the Nasdaq Listing and Hearing Review Council (the “Listing Council”) in accordance with Nasdaq Listing Rule 5820(a). The Company believes the Panel’s decision does not fully account for the strategic significance of the pending business combination with XCF Global and Southern Energy, which the Company expects to result in a combined entity that satisfies Nasdaq’s listing requirements. Shareholders should be aware that the appeal does not stay the suspension of trading on Nasdaq. Additional detail regarding the appeal process is set forth in the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2026, available at www.sec.gov.

Following the suspension from Nasdaq, the Company’s common shares are now trading on the Pink Limited Market operated by OTC Market under the ticker symbol DEVSF. The Company has also applied for quotation on the OTCQB Market, although there can be no assurance that the Company will be accepted for trading on the OTCQB or that an active trading market will develop or be maintained.

DevvStream confirms that its previously announced three-party business combination with Nasdaq-listed XCF Global, Inc. (“XCF”) and privately held Southern Energy Renewables (“Southern”) is continuing to advance on its anticipated timeline. The Nasdaq Panel’s determination does not affect that transaction. Upon closing, the combined company is expected to be listed on Nasdaq under XCF’s ticker symbol, SAFX. DevvStream shareholders are expected to receive shares representing approximately 10% of the combined company, subject to the terms and conditions of the definitive business combination agreement and applicable closing conditions.

“While we are disappointed by the Panel’s determination, we are taking steps to appeal and to maintain trading continuity for our shareholders,” said Sunny Trinh, Chief Executive Officer of DevvStream. “We believe the Panel’s decision does not reflect the full picture of where this company is headed. The combination with XCF Global and Southern remains on track, and we are fully committed to seeing it through.”

About DevvStream

DevvStream Corp. is a carbon management and environmental asset company focused on the development, acquisition and monetization of carbon credits and related environmental assets. The Company has entered into a definitive business combination agreement with XCF Global, Inc. and Southern Energy Renewables to create a vertically integrated renewable energy platform. For more information, visit www.devvstream.com.

Additional Information and Where to Find It

In connection with the proposed business combination transaction among XCF, DevvStream and Southern, XCF will prepare and file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that will contain preliminary proxy statements of DevvStream and XCF that also constitutes a prospectus of XCF (the “Proxy Statements/Prospectus”). A definitive proxy statement is expected to be mailed to stockholders of DevvStream and XCF as of a record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. DevvStream, XCF and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. DevvStream’s investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will be available free of charge under the tab “Financials” on the “Investors” page of the XCF’s website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the XCF’s Investor Relations Department at [e-mail] and (ii) DevvStream will be available free of charge under the tab “Financials” on the “Investor Relations” page of DevvStream’s website at www.devvstream.com/investors/ or by contacting DevvStream’s Investor Relations Department at [e-mail].

Participants in the Solicitation

DevvStream, Southern, XCF and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from DevvStream’s and XCF’s stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) DevvStream is contained in DevvStream’s proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025 and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding: the Company’s intent to appeal Nasdaq’s delisting determination; the expected trading of the Company’s common shares on the OTC market; the Company’s anticipated application for quotation on the OTCQB Market; the expected ticker symbol of the combined company; the expected ownership percentage of DevvStream shareholders in the combined company; the proposed business combination among DevvStream, XCF and Southern, including its timing, structure, anticipated benefits and completion; Southern’s clean fuels and green methanol platform and project pipeline; and DevvStream’s development and monetization of environmental attributes. The business combination agreement is binding on the parties but does not obligate the parties to consummate the business combination, which remains subject to conditions described in that agreement and in the parties’ filings with the SEC.

Forward-looking statements are based on management’s current expectations and assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, among others:

1. the risk that the Company’s Nasdaq appeal is not successful;
2. the risk that the Company’s application to be quoted on the OTCQB Market is not approved;
3. the risk that the proposed business combination is not completed in a timely manner or at all;
4. the other risks identified in the Proxy Statements/Prospectus; and
5. other risks and uncertainties described in DevvStream’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, in XCF’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in subsequent filings with the SEC and with Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca.

All forward-looking statements speak only as of the date of this press release. DevvStream cautions readers not to place undue reliance on forward-looking statements. DevvStream undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Forward-looking statements archived on the Company’s website or contained in prior communications are not reaffirmed by this press release and should not be relied upon as current as of any later date.